


Tales of the Guardian

by totalnovaktrash



Series: Lilith!Verse [29]
Category: Doctor Who, Doctor Who (2005)
Genre: 5 years later I'm doing it again, Canon Rewrite, Episode: s01e01 Rose, F/M, Gen, I wrote the Lilith!verse in 2015, More Lore, Ninth Doctor Era, Original Character(s), Season/Series 01, and more trying to bully nine into practicing self care, here we go again lads, time for more Lilith
Language: English
Status: In-Progress
Published: 2020-07-04
Updated: 2020-09-20
Packaged: 2021-03-05 01:20:35
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 6,100
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25076008
Author URL: https://archiveofourown.org/users/totalnovaktrash/pseuds/totalnovaktrash
Summary: A Brief Overview of a Few Paradoxical Time Loops As Seen by One Lilithanajakiylinlungbarrowmas aka Liliana Jaqueline Tyler aka Lilith Smith(Note: You don't have to have read the previous stories in the series, this is going to be a rewrite of the whole Lilith!Verse starting from the beginning)
Relationships: Ninth Doctor & Original Female Character(s), Ninth Doctor & Rose Tyler, Ninth Doctor/Rose Tyler, Rose Tyler & Original Female Character(s)
Series: Lilith!Verse [29]
Series URL: https://archiveofourown.org/series/766062
Comments: 4
Kudos: 6





	1. Prologue

**Author's Note:**

> In honor of the five year anniversary of the Lilith!Verse, enjoy :)

_To whoever may be reading this,_

_Okay, listen, I’m not going to sit here and tell you my life sucks because that would be a lie. It doesn’t suck, it’s just fucking complicated._

_If you’re reading this now, I assume it’s because you’ve heard a version of this story before. I’ve heard that a version or two is out there, floating around the multiverse. One of which was a rather poorly executed prank played by my own sibling. Honestly, Darkel, who hires someone to ghostwrite their sister’s life story?_

_But you’re here reading it for whatever reason, so I feel like I owe you all the truth._

_Enjoy,_

**Notes for the Chapter:**

> Five years later I've done so much more planning and preparing and development of Lilith and her siblings and their world, and to be perfectly honest, I am a much better writer now than I was then. I'm going to leave all of the original works up and where they were, mostly bc I'm too lazy to remove them all, but also bc I know some people really enjoyed them. I hope you like this addition/remix as well.
> 
> Thanks, everyone!  
> -Totes


	2. Autons in London

**Notes for the Chapter:**

> [Tales of the Guardian Playlist](https://open.spotify.com/playlist/5TilTQaCKpdYCJh61bvxlQ?si=ztLIEsiOSpWANQSjyRmcCA)  
> Song of the Chapter: Looking Up by Saftey Suit

_ I showed up on a TARDIS and watched an old man regenerate into a broken man and I had to pick up the pieces.  _

_ I like to think I did a good job. I kept him alive for ten years and while that’s not a lot in the long run, it’s a lot for him. That specific him. It was hard, I’m not going to lie. No one really likes to think about how hard it must’ve been on him. _

_ On me. _

_ Would it have been easier to know that ten years was the end? Maybe. _

_ Not the end of him, of course. Of being alone with him. _

_ Rose Tyler has always been the light at the end of the tunnel.  _

* * *

* * *

London. This was the beginning.

“They’re not moving,” Lilith murmured to the man standing back to back with her. “I don’t like that they’re not moving, they should be moving.” 

“We might have been wrong,” the man responded.

“When are we ever wrong?” she snapped back.

She wasn’t wrong. She couldn’t be wrong. There was no way that Lilith could be wrong because even if she couldn’t remember the details, she knew that something was meant to happen. Something here. The most important thing in the universe. Not that she could tell the Doctor that, but that didn’t change the facts that had led to them being in the basement of a department store.

London, England. This was how it all kicked off.

“Is that someone mucking about? Who is it?” a voice called out from the other side of the storage area.

“There’s someone down here,” Lilith hissed.

“Right, I've got the joke. Who's idea was this? Is it Derek's? Is it? Derek, is this you?” A blonde girl in a pink hoodie was being backed against a wall by a group of autons. The Doctor, ever the hero raced to the girl’s side and Lilith couldn’t suppress a grin.

“Run,” he said, grabbing the girl’s hand. Together, the three took off running. Pushing through the double doors, the Doctor opened the elevator and shoved the blonde girl inside. The doors started to close but before they could, one of the mannequins reached its arm through the gap. The Doctor tugged on it furiously, eventually pulling the arm off and letting the elevator doors close.

“Damn Autons,” Lilith muttered. “I’d almost gone five months without incident.”

“You’ve been here for five months?” the Doctor asked, with his eyebrows raised. Lilith scowled at him. Of  _ course, _ he had no idea how long he’d been gone. He probably thought he’d only left her here in London for a day at most.

“You do know it was November when you dropped me off, right?”

“Well, what is it now?”

“March!”

The blonde stared at the two of them in shock. “You pulled his arm off!” she exclaimed.

“Yep.” The Doctor tossed her the arm, she fumbled with it. “Plastic.”

With a moment to breathe, Lilith turned to the girl they had saved and did a double-take. “What are you  _ doing _ here, Rose?”

Rose blinked at her. “What am I doing here? I work here! What are  _ you _ doing here? Who were those students?”

The Doctor frowned. “Why would they have been students?”

“'To get that many people dressed up and being silly, they got to be students.” she reasoned.

“That makes sense.” the Doctor said, shooting an impressed look at Lilith as if she had been the one to come up with the answer. Lilith rolled her eyes. “They're not students.”

“Whoever they are, when Wilson finds them, he's going to call the police.”

The Doctor turned to look at her. “Who's Wilson?”

“Chief electrician,” Rose answered. 

The doors opened and the Doctor and Lilith exchanged a glance, both thinking back to the man they had found strangled to death upon entering the basement. “Wilson's dead.”

Lilith put her arm on Rose’s shoulder. “Sorry.” 

“That's just not funny. That's sick!” Rose protested, following them out of the elevator. “Lilith, come on. Just tell me what’s going on.

Lilith shrugged, brushing a lock of her short, brown hair out of her eyes. “It’s just a thing, Rose. Don’t worry, we’re going to take care of it.”

The Doctor pulled out his sonic screwdriver, disabled the lift controls, and darted off with Lilith on his heels. “Why are you letting this one follow us?” he questioned under his breath. “Usually you’re fending off our tag-a-longs with a stick.”

“Who are you, then? Who's that lot down there?” Rose demanded before Lilith could answer. “Listen, you can’t just ignore me. If they weren’t students then who were they?”

“Autons. They're made of plastic,” Lilith explained. “Living plastic creatures.”

“They're being controlled by a relay device in the roof,” the Doctor added, holding up a small device. “Which would be a great big problem if I didn't have this. So, I'm going to go up there and blow them up and I might well die in the process, but don't worry about me.”

“Now wait for just a second—” Lilith tried to protest.

“No. You two go home. Go on. Lilith, you know what to do with the ship. And you, go and have your lovely beans on toast. Don't tell anyone about this, because if you do, you'll get them killed.” He shut the door behind him then, after a moment, opened it again. “I'm the Doctor, by the way. What was your name again?”

“Rose,” Rose said.

“Nice to meet you, Rose. Run for your life!” The Doctor slammed the door again.

“Hang on!” Lilith shouted, grabbing the door handle and straining to pull it open again. Unfortunately, the doors seemed to have locked behind the Doctor. She swore and kicked the door, reaching for something in her pocket until she remembered she wasn’t alone.

Rose, to her credit, just stared at where the Doctor had previously stood and looked confused. “What just happened?”

Lilith huffed. “It’s not that simple to explain.”

“Well, try!”

The Autons were there. The Doctor was there. Rose was there. Pieces of memories started to fall into place in Lilith’s mind as her shoulders slumped. “Believe me, it’s much simpler for you to just go home. Tell Jackie you’re alive. Call Mickey. Everything’s going to be fine, I promise.”

The blonde girl stared at her friend. “I don’t understand.”

“Just go home, Rose.”

Rose backed away, then finally turned her back on Lilith and ran, leaving Lilith to turn her attention to the doors that barred her from where the Doctor was undoubtedly doing something stupid. After ten years of traveling with the ninth incarnation of the Doctor, this was it.

This was where the real story started. London, England, 2005.

* * *

“I swear if I have to walk through one more fiery explosion—” Lilith shouted as the Doctor burst through the doors of the TARDIS.

“You did not have to walk through the explosion.”

“You bet your denim-covered butt I did!” she snapped, moving in front of the Doctor to poke him in the chest. “Ten years in this body and not once have you stopped trying to chuck it in the trash. How, exactly, were you expecting me to solve this if you just went and blew yourself up, huh?”

“Did you get a piece of one of the Autons?”

“Don’t change the subject, we are having a conversation!”

“Did you get a piece or not?” the Doctor demanded.

“Yes, I got a piece!” Lilith shoved a lump of plastic into his hands. “Probably a toe or something. Do Autons have toes? Or are the shoes their feet?” The Doctor didn’t answer of course. He just placed the glob of partially melted plastic on one of the console’s scanners and started tapping away at a tracking program. “I thought you said the relay was on the roof.”

He grunted. “The Consciousness is somewhere else.”

“Somewhere else,” Lilith repeated incredulously. “And that brings us right back to what was I supposed to you if you died on that roof?”

The Doctor cursed. “This isn’t enough.”

“Ex _ cuse  _ me?”

“It’s not enough matter to track the Consciousness. We need something bigger. Something intact.”

“Oh well, I’m  _ sorry _ all I could get is a lump! It’s not like someone set the building on  _ fire _ or anything!” she shouted, storming over to the console. One flashing light caught her eye. “It’s still linked to something?”

He shoved her out of the way. “There must be an Auton piece that escaped the blast.” He uploaded the equations to the sonic screwdriver. “If we track the signal down we may be able to find something large enough to work.”

Lilith watched the Doctor cobble together some sort of tracking device he could connect to the sonic. He worked in silence, which Lilith was used to, but the lack of conversation did nothing to ease the worried thoughts flowing through her mind. 

Something was off about him. Something had happened while he was gone. He seemed… unsettled. 

She didn’t like it. 

The Doctor buzzed the sonic and immediately started out the door of the TARDIS. Lilith jumped to her feet and hurried after him. 

Every step they took towards the intact Auton piece was a step closer to exactly where Lilith instinctively knew it would be. “This is Rose’s apartment.”

“Who?” the Doctor asked, absently fiddling with his sonic screwdriver.

“Rose. Rose Tyler,” Lilith repeated, then scowled at the Doctor’s look of confusion. “The girl you saved from the basement last night?”

“What about her?” he asked, getting down on his hands and knees and buzzing the sonic at the bottom of the door. 

“She lives here, dimwit. What are you even doing? I thought the sonic doesn’t do wood.”

“It doesn’t. The cat flap was nailed shut, I just need a peek inside.” He poked the cat flap in question and then immediately jumped to his feet. 

Lilith was about to question him again when the door flew open to reveal a disheveled looking Rose Tyler. “Oh, here we go.”

“What're you doing here?” the Doctor asked.

“I live here,” Rose said, incredulously. 

“Well, what do you do that for?” 

Rose blinked at him, clearly taking a moment to process the absolute last question she had expected him to ask. “Because I do. I'm only at home because someone blew up my job.” 

“I must have got the wrong signal,” the Doctor mused, buzzing his sonic. “You're not plastic, are you?” He rapped on her forehead. “No, bonehead. Bye, then.”

Rose grabbed his arm. “Inside. Right now.” She pushed the Doctor into the flat and looked back at Lilith. “Both of you.” 

Lilith walked through the door without any arguments, hands raised. “Are you doing alright? Did you get out okay?”

“I’m fine. Are you going to tell me what’s going on now?” 

The expression on Rose’s face made Lilith’s stomach tie itself in knots. She hated having to lie to her. “It’s nothing, Rose, really. He’ll figure out that he took a wrong turn eventually and we’ll be out of your hair.”

“Who is he?” she asked.

Lilith waved a dismissive hand. “Remember when I said I was stuck here until my Uncle came to pick me up? He’s my ride.”

Rose gaped at her. “That was last year! I thought you were joking!”

“Lilith!” the Doctor shouted from deeper in the apartment.

She flinched. “Ooh, we probably shouldn’t have let him talk to Jackie.”

Rose’s eyes went wide and she hurried down the hallway, Lilith hanging back to close the door properly. She leaned her back against the wall and took a deep breath, trying to calm the myriad of thoughts and emotions that had been swimming around her head since the Powell Estates had come into view. 

It was one thing to be traveling with the Doctor. To run across the ground of an alien planet, racing the gruff man in the leather jacket back to the blue doors of his ship. He’d never met her before and treated her as such, but Lilith could just tell herself that it was simply a quirk of this face. Surely he wouldn’t be as open as, well, someone a little more familiar. 

It was one thing to have met young, nineteen-year-old Rose Tyler, and to have seen what she was like in her life before everything changed. It was  _ weird _ , sure, but Lilith wasn’t a stranger to twisted timelines. Honestly, it wasn’t even a surprise that they had run into each other. After getting stuck in London in late 2004, who else would she have met?

But this, being with both of them, even having known that it would happen eventually? 

This was… a lot. 

Lilith took a deep breath and squeezed her eyes shut.  _ You’ve got this, Lilithanajakiylin _ . She followed Rose’s steps and passed Jackie’s room to find the Doctor looking into a mirror and frowning. “Ah, could've been worse. Look at the ears.”

“Satellite dishes,” Lilith chuckled, looking over his shoulder.

He turned to her. “Why didn’t you tell me they were that big?”

“You didn’t ask,” she shrugged. A rattling noise came from back up the hallway, like something coming through the now open cat flap.

“Have you got a cat?” the Doctor asked Rose as she came out of the kitchen, kneeling on her couch to look behind the cushions.

“No. We did have, but now they’re just strays. They come in off the estate,” Rose said, handing Lilith the Doctor’s drink. “Anyway, if we’re going to the police then I need to know what to say. I want you to tell me everything.”

The Doctor flew backward from his perch on the couch, a plastic hand attached to his throat. 

“Oh geez!” Lilith yelped

“A little help?” he choked. 

Lilith leaped into action, lending her strength to the attempt to pry the Auton arm off of the Doctor. The arm released its grip on his neck and swung backward, hoving in the air for a few moments before zipping around and latching onto Rose’s shocked face. The Doctor used his sonic screwdriver to get it off Rose, then jabbed the device into its palm. The fingers stopped flexing.

“It's all right,” the Doctor said, once again tossing the arm to Rose. “I've stopped it. There you go, you see? Harmless.”

“Do you think?” Rose hit him with the arm. 

“Ow!”

Lilith snatched the arm from Rose’s hands and pulled the Doctor towards the door. “Let’s go. We’ve got the arm, we can get the signal. Nice seeing you, Rose! Bye, Jackie!”

“Hold on a minute. You can't just go swanning off!” Rose called after them, following the duo down the staircase.

“Yes we can.” the Doctor said. “Here we are. This is me, swanning off. See you.”

“But that arm was moving. It tried to kill me.”

“Ten out of ten for observation,” he muttered. Lilith hit his arm.

They made it out of the building and Rose caught Lilith’s wrist. “You can't just walk away. That's not fair. You've got to tell me what's going on.”

Lilith turned around, a sharp  _ ‘no, we don’t’ _ ready on her lips. After ten years of standing at the Doctor’s side, discouraging those who didn’t accept their first  _ no  _ from asking twice was second nature. But turning around and coming face to face with Rose Tyler…

The words stuck in her throat.

She pulled herself free of Rose’s grip. “Go home, Rose. You’ll be safer,” she said quietly and hurried off to catch up with the Doctor.

The Time Lord nudged her,  _ you alright? _

One, two, three...

Rose caught up. “I'll go to the police,” she said. “I'll tell everyone. You said if I did that, I'd get people killed. So, your choice. Tell me, or I'll start talking.”

“Is that supposed to sound tough?” the Doctor snorted.

“Sort of.” 

“Doesn't work.”

“Who are you?” Rose asked for what seemed like the tenth time.

“Told you. The Doctor. This is Lilith, but you already seem to know that.”

Rose glanced at Lilith who waved cheerily at her. “Yeah, but Doctor what?”

“Just the Doctor,” he and Lilith answered in unison.

“The Doctor,” Rose repeated. “Is that supposed to sound impressive?”

“Sort of.”

“Come on, then. You can tell me,” Rose insisted, picking up her pace and moving in front. “I've seen enough. Are you the police?”

“No, We were just passing through.”

Rose frowned. “Passing through? Lil’s been here for months.”

Lilith barked out a laugh. “I was only supposed to be here a few days. Good thing he’s late, though. We would’ve missed the Autons.”

Rose shook her head. “But what have I done wrong? How come those plastic things keep coming after me?”

“Oh, suddenly the entire world revolves around you,” the Doctor said, mockingly. “You were just an accident. You got in the way, that's all.”

“It tried to kill me.”

“It was after me, not you. Last night, in the shop, I was there, you blundered in, almost ruined the whole thing. This morning we were tracking it down, it was tracking us down. The only reason it's fixed on you is 'cuz you've met me.”

“So what you're saying is, the entire world revolves around you,” Rose snipped.

The Doctor nodded. “Sort of, yeah.”

“You're full of it.”

“Sort of, yeah,” Lilith snorted.

“But, all this plastic stuff,” Rose pushed on. “Who else knows about it? It can’t be just the two of you on your own.”

They both fell silent for a moment, not wanting to fully acknowledge the truth of those words. The Doctor shrugged. “Well, who else is there? I mean, you lot, all you do is eat chips, go to bed, and watch telly, while all the time, underneath you, there's a war going on.”

“Here we go,” Lilith groaned. “The superiority complex.”

“Oi!” the Doctor protested.

“None of this matters anyway! You want to know what’s going on, Rose?” She turned on the blonde. “If I told you that there was a being using mental signals to control all of the plastic in London to overthrow the human race and harvest planet Earth, would you believe me?”

Rose blinked. “No.”

“Then why are you still here?” the Doctor asked, though his voice had lost its hostile tone as his gaze focused on Rose Tyler.

Rose met his eyes with an equally steady look. “Who are you, Doctor?”

The Doctor paused for a moment before speaking. “Do you know like we were saying about the Earth revolving? It's like when you were a kid. The first time they tell you the world's turning and you just can't quite believe it because everything looks like it's standing still.” He took Rose’s hand and looked away from her face into the middle distance. “I can feel it. The turn of the Earth. The ground beneath our feet is spinning at a thousand miles an hour, and the entire planet is hurtling ‘round the sun at sixty-seven thousand miles an hour, and I can feel it. We're falling through space, you and me, clinging to the skin of this tiny little world, and if we let go…”

He dropped her hand. Lilith, who had been watching the two as if in a trance, shook her head and started backing towards the TARDIS. 

“That's who I am. Now, forget me, Rose Tyler. Go home.”

The Doctor passed Lilith and pushed the TARDIS doors open, Lilith right on his heels. The hum of the ship pitched up as they entered. Lilith heard the soft, low whisper of  _ ‘my pup’ _ and smiled at the TARDIS’ greeting.

“How do you know that girl?” the Doctor demanded, hooking the plastic arm up to the TARDIS.

“You were late,” Lilith said. “I’ve been squatting in someone’s apartment for the last five months. I made friends, sue me.”

The Doctor landed the ship again, stepped back from the console, and swore in Gallifreyan. “Signal’s still not strong enough. We need something better than an arm.”

He started marching back towards the door, but Lilith stood in his way. “Hold the phone! Stop for a second and take a break!”

“What is wrong with you?” the Doctor snapped.

“What’s wrong with me?” she demanded. “What’s up with you? Less than two hours ago, you were trying to suicide bomb a  _ transmitter _ ! You can’t just keep running in circles until you fall over, you need to stop for a second and  _ breathe _ ! What  _ happened _ while you were gone?”

He pushed passed her and reached for the door.

“ _ DOCTOR! _ ” Lilith shouted, this time in Gallifreyan. He froze. “ _ What happened _ ?”

“ _ I don’t know, _ ” he said and walked out the door. Lilith dropped onto the jumpseat and put her head in her hands, resigning herself to wait.

* * *

The Doctor strode calmly into the TARDIS holding a plastic head under his arm. Lilith’s jaw dropped. “Is that…Mickey Smith’s  _ head _ ?”

The Time Lord proceeded to hook it up to the TARDIS, the way he did the arm. “Auton head. It spoke after I pulled it off the body. Did you know they could do that?”

Lilith shook her head. “But if that’s Micks, then where’s—” Rose burst into the ship. “Rose!”

She ran out. Lilith gaped after her.

“She was at a restaurant with the Auton,” said the Doctor.

She blinked. “You pulled Mickey’s head off in the middle of their date?” 

“It’s not that Rickey kid.”

“I know that, does she?”

“It's going to follow us!” Rose shouted, running back inside.

“The assembled hordes of Genghis Khan couldn't get through that door,” the Doctor boasted. “And believe me, they've tried. Now, shut up a minute.”

Rose scanned the console room, clearly trying to reconcile the cavernous space with the much more compact exterior. “Lil, do you see this?” Rose breathed, looking around the room with wide eyes. “Are you seeing this?”

Lilith rocked back on her heels. “Um, yeah, Rose. I’m seeing it. Just take a deep breath.”

“You see, the arm was too simple,” the Doctor began. “But the head's perfect. I can use it to trace the signal back to the original source. Right.” He turned to Rose. “Where do you want to start?”

Rose gulped. “Er, the inside's bigger than the outside?”

“Yes.” 

“It's alien.”

“Yeah.”

“Are you alien?”

“Yes,” the Doctor shifted. “Is that all right?”

“Yeah,” Rose said immediately. She looked at Lilith. “You said he’s your uncle, right? Does that make you alien too?”

Lilith bit the inside of her lip and opted to respond, “I’d have told you, but would you have believed me?”

“No,” Rose admitted with a small laugh. “So this is, what, your space ship?”

“She’s called the TARDIS,” the Doctor explained. “T-A-R-D-I-S. That's Time And Relative Dimension In Space.”

Rose stepped further into the ship, dragging her hand along the railing and trailing her eyes over the time rotor and console, eventually coming to rest on the decapitated Mickey head. She started to sob.

“That's okay,” he said. “Culture shock. Happens to the best of us.”

“Did they kill him?” Rose choked. “Mickey? Did they kill Mickey? Is he dead?”

Lilith put her arm around Rose and gave her a comforting squeeze. “The Autons aren’t nearly that advanced yet. They’d have to be keeping him alive to maintain the copy, like early Flesh or Zygons,” Lilith assured her. She turned to glare at the Doctor. “Right?”

The Doctor frowned. “I didn't think of that.”

Rose glared at him. “He's my boyfriend. You pulled off his head. They copied him and you didn't even think? And now you're just going to let him melt?”

“Melt?” The plastic head was, in fact, melting on the console where it was attached by cables. “Oh, no, no, no, no, no! Lilith!”

“Got it!” Lilith shouted, rushing over to the other side of the console. She threw a few switches as the Doctor set the TARDIS in motion. “Tracking had already started, she’s narrowing down the coordinates!”

“What're you doing?” Rose demanded.

The Doctor raced around the console. “Following the signal. It's fading.”

“Got it!” Lilith yelled, rattling off the space-time coordinates from the monitor. 

“Almost there. Almost there.” The TARDIS landed, the Doctor and Lilith ran for the door.

“You can't go out there. It's not safe!” Rose yelled after them.

The two Gallifreyans raced out the door to find themselves by the edge of the Thames. “Westminster,” the Doctor cursed, leaning against a nearby wall in defeat. “Lost the signal. We got  _ so _ close.”

Rose stumbled out of the ship and looked around in awe. “We've moved,” she said, studying the exterior of the TARDIS. “Does it fly?”

“Disappears there and reappears here.” The Doctor barely glanced back at her. “You wouldn't understand.” 

“If we're somewhere else, what about that headless thing? It's still on the loose.”

“It would’ve melted with the head. But don’t worry, they haven’t found us yet so they’ll probably just make another one,” Lilith explained, cheerfully. Rose didn’t seem as confident. “Really, Rose, don’t worry. We’ll get to Mickey before anything happens to him.”

“That’s a lot of faith you’ve got, Lilith,” the Doctor scoffed.

Lilith made a face at him and Rose crossed her arms. “If you are an alien, how come you sound like you're from the North?”

“Lots of planets have a north,” the Doctor responded without hesitation.

“And I s’pose lots of planets have an America too, then?” Rose looked pointedly at Lilith.

She shrugged. “Don’t look at me, I’ve got no clue where the accent came from. All things considered, you’d be surprised how little we run into Americans.”

“And what's a… police public call box?”

The Doctor’s demeanor lightened. “It's a telephone box from the 1950s. It's a disguise.”

“Okay.” Rose chuckled at the fond smile on the Time Lord’s face. “And this, this living plastic? What's it got against us?”

“Nothing. It loves you. You've got such a good planet. Lots of smoke and oil, plenty of toxins and dioxins in the air, perfect,” the Doctor said. “Just what the Nestene Consciousness needs. Its food stock was destroyed in the war, all its protein plants rotted, so Earth, dinner!”

“Any way of stopping it?”

The Doctor held up a tube of blue liquid. “Anti-plastic.”

“Anti-plastic,” Rose repeated.

The Doctor leaned slightly in conspiratorially. “Anti-plastic. But first I've got to find it.” He straightened up and wandered a few feet off. “How can you hide something that big in a city this small?”

“Hold on,” Rose said, following, “hide what?”

“The real transmitter,” Lilith told her. “The one on top of Henrik’s was for longer range, but even within the city, the Consciousness needs a transmitter to boost it’s signal to every piece of plastic in London.” 

“What's it look like?”

“Round and massive, slap bang in the middle of London. A huge circular metal structure like a dish, like a wheel. Radial. Close to where we're standing. Must be completely invisible.” The Doctor stopped pacing and crossed his arms. Only then did he notice the way that Lilith and Rose were looking at him. “What?”

The Doctor turned and looked at what Rose was staring at on the south bank, and then turned back. Lilith giggled behind her hand.

“What?” He looked back again. Lilith’s giggles increased. “What is it? What?”

He turned around one more time and finally caught on to what the two girls were looking at. The London Eye.

“Oh.” The Doctor grinned manically at Lilith and Rose. “Fantastic.”

The three of them took off running. Lilith couldn’t stop her giggles from turning into a full-on gleeful laugh when the Doctor reached out and took Rose’s hand as they ran. This is what they had been missing all these years. One more person, an equal.

The figures running in front of Lilith flashed before her eyes, briefly looking quite different, bringing back memories of her own beginning. Of life before full family outings and looming time loops.  _ It was always better with three. _

“Think of it,” the Doctor was saying. “Plastic all over the world, every artificial thing waiting to come alive. The shop window dummies, the phones, the wires, the cables.”

“The breast implants,” Rose added.

“We've found the transmitter,” Lilith said, “and The Consciousness must be somewhere underneath.”

Rose looked over the parapet and saw a large manhole entrance at the bottom of some steps. “What about down here?”

The Doctor exchanged looks with Lilith. “Looks good to me.”

The trio ran down and the Doctor opened up the hatch. An ominous red light shone from the underground chamber. The Doctor was the first to climb down, Lilith and Rose on his heels. Behind a large, metal door was a huge multi-level chamber of walkways and chains. Three levels below sat a vat of lava-like liquid.

“The Nestene Consciousness. That's it, inside the vat. A living plastic creature.”

“Well then, tip in your anti-plastic and let's go,” Rose hissed.

“I'm not here to kill it. I've got to give it a chance.” He moved down to a catwalk overlooking the seething vat. “I seek an audience with the Nestene Consciousness under peaceful contract according to convention 15 of the Shadow Proclamation.”

The Nestene Consciousness shifted and roared. Lilith held a protective arm out in front of Rose as her eyes narrowed and she scanned the room.

“Thank you. If I might have permission to approach?”

“Oh, God! Mickey!” Lilith felt Rose’s hand clamp onto her elbow and only had a moment to register what was going on before she found the human pulling her toward a flight of stairs. “Mickey!”

She caught the roll of the Doctor’s eyes before Lilith shifted her attention to the second human in the room. The moment her eyes landed on Mickey Smith, she did a double-take. He looked terrified. “I told you he’d be okay, Rose.”

Rose dropped to her knees and wrapped her arms around Mickey. “It's okay. It's alright.”

“That thing down there, the liquid. Rose, it can talk!” Mickey panted.

Lilith peered over the edge as the Consciousness roared a response to the Doctor. “I’m not so sure you can call it talking. The Nestene Consciousness doesn’t technically have a  _ mouth _ .” 

They both stared at her.

“What?”

“Lil...Lilith knows alien stuff too?” Mickey stuttered.

“Lilith is alien stuff, Micks,” Lilith quipped with a grin, helping him and Rose to their feet. “Come on, time to move.”

They made their way back up the stairs to the top platform, almost having reached the edge of the stairs out when Rose looked behind her and shouted in warning, “Doctor!”

Without even considering the danger, Lilith turned and leaped onto the platform below, successfully shoving one Auton off the edge before four more approached and grabbed her and the Doctor by the arms. One dummy reached into his jacket and took the vial of anti-plastic from his pocket.

“That was just insurance. I wasn't going to use it. I was not attacking you. I'm here to help. I'm not your enemy. I swear, I'm not.” 

A door slid back to reveal the TARDIS. Lilith struggled harder in her rage. How  _ dare _ the dummies touch the ship? Her vision was tinged in orange and gold and she could faintly feel a burning sensation where the Autons held her in their grasp, but Lilith was too busy vying for freedom to notice. 

“Get out, Rose! Just leg it, now!” the Doctor shouted. “It’s transmitting the activation signal!”

The Consciousness continued to roar and the heat on Lilith’s arms increased. “Let  _ GO! _ ” she shrieked, trying again to pull herself out of the Autons’ grasp. 

To Lilith’s shock, the Autons stumbled away from her, their arms melted up to the elbow. She didn’t even have a moment to process how that had happened before Rose Tyler went swinging past her on a chain. Rose knocked the Autons holding the Doctor into the Nestene Consciousness' vat, spilling the anti-plastic.

Rose swung back and the Doctor managed to catch her. “Now we’re in trouble.”

“Get to the TARDIS!” Lilith yelled, racing for the stairs, hesitating only a moment to let Rose and the Doctor in front of her. Something behind them exploded and Lilith nearly jumped out of her skin. “I thought I told you no more fiery explosions!”

“These aren’t technically my fault!” The Doctor peeled Mickey from the front of the TARDIS and frantically unlocked the doors. “Inside, everyone! Go!”

Lilith helped Rose pull Mickey into the console room. The two managed to get him halfway up the ramp before he glommed onto the railing and refused to let go. The Doctor practically flew to the console to send them into the vortex and Lilith turned to her friend. “That was  _ amazing _ .”

Rose laughed. “It was a bit of a thrill, wasn’t it?”

The TARDIS thumped back onto Earth and Mickey flung himself out the door. Rose followed close behind, pulling out her phone. Lilith heard Jackie’s chatter on the other end of the line and Rose laughed and hung up. She ran over to Mickey, who was trying to hide behind a pallet. “A fat lot of good you were,” she teased, trying to pull him to his feet.

“Nestene Consciousness?” The Doctor and Lilith stood in the doorway of the TARDIS. The Doctor snapped his fingers. “Easy.”

“You were useless in there. You'd be dead if it wasn't for me.” Rose put her hands in her pockets.

The Doctor glanced down at Lilith, who was examining her nails. “Yes, we would,” he said. “Thank you.”

“Really, Rose,” Lilith said. “Thanks.”

“Right then, we'll be off, unless, er, I don't know,” he shrugged, doing his best to be nonchalant, “you could come with us. This box isn't just a London hopper, you know. It goes anywhere in the universe free of charge.”

“Don't,” Mickey managed to say. “They’re aliens. They’re  _ things _ .”

Lilith snorted. “Thanks.”

“He's not invited,” the Doctor added. “What do you think? You could stay here, fill your life with work and food and sleep, or you could go anywhere.”

“Is it always this dangerous?” Rose asked.

“Yeah,” The Doctor and Lilith said with matching smiles.

Rose took a deep breath. “Yeah, I can't. I've... I've got to go and find my mum and someone's got to look after this stupid lump, so....”

The Doctor visibly deflated. “Okay. See you around.” He stepped back inside and closed the door, turning to trudge up the ramp and dematerialize the TARDIS. Lilith, for her part, was still standing just inside, staring at the closed door. She’d said no.

_ Rose had said no _ .

After everything that had happened, everything she’d seen. After five long months of squatting in an apartment at the Powell Estates and walking the slow road with Rose and Mickey and Shareen and Jackie and…

She’d said no.

Names and faces flicked through Lilith’s mind-- sights and worlds she’d never see, memories she would never get because  _ something had gone wrong _ .

She looked down at her hands.

_ Hadn’t it?  _

Memories… 

The Doctor had almost made it out of the console room when the TARDIS lurched due to Lilith’s abrupt commandeering of the controls. “What are you doing?” he demanded.

“You forgot our companion,” Lilith said simply.

“Have you gone deaf? She said no, Lilith.”

“You didn’t give her the information she needed to make the correct choice. You left out a very important bit about the TARDIS.”

Said ship materialized ten seconds after it had left and Lilith shoved the Doctor towards the door. She grinned and mouthed the words as the Doctor said them. The sentence that would change a universe...

* * *

* * *

_ Memories or no, I didn’t doubt for a moment what her answer would be. Why? Because I knew his words like I knew my own mind. _

“ _ Did I mention it also travels in time? _ ” 

_ -L _


End file.
